Crucial 2012 Annual Report Download - page 164

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An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i) notice of exercise (in accordance
with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect
to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate,
either in book entry form or in certificate form, promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12
of the Plan.
Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(b) Termination of Employment or Consulting Relationship. Upon termination of an Optionee's
Continuous Status as an Employee or Consultant, other than upon the Optionee's death or Disability, the Optionee may
exercise his or her Option, but only within such period of time as is specified in the Notice of Grant, and only to the extent
that the Optionee was entitled to exercise it as the date of termination (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant). In the absence of a specified time in the Notice of Grant, the Option
shall remain exercisable for thirty 30 days following the Optionee's termination of Continuous Status as an Employee or
Consultant. In the case of an Incentive Stock Option, such period of time shall not exceed thirty (30) days from the date of
termination. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered
by the unexercisable portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his
or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
(c) Disability of Optionee. In the event that an Optionee's Continuous Status as an Employee or
Consultant terminates as a result of the Optionee's Disability, all vesting restrictions on the Option shall lapse and the Option
will become fully exercisable. The Optionee may exercise his or her Option at any time within twelve (12) months from
the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Notice
of Grant). If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee. In the event of the death of an Optionee, all vesting restrictions on the Option
shall lapse and the Option will become fully exercisable. The Option may be exercised at any time within twelve (12) months
following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Notice of
Grant), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance. If,
after death, the Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance does
not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
(e) Suspension. Any Participant who is also a participant in the Retirement at Micron (“RAM”)
Section 401(k) Plan and who requests and receives a hardship distribution from the RAM Plan, is prohibited from making,
and must suspend, his or her employee elective contributions to the Plan.
11. Non-Transferability of Options. Unless determined otherwise by the Administrator, an Option may not
be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator
makes an Option transferable, such Option shall contain such additional terms and conditions as the Administrator deems
appropriate.
12. Adjustments Upon Changes in Capitalization, Dissolution, Corporate Transaction, or Change in Control.
(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company,
the authorization limits under Sections 3 and 6(c)(i) of the Plan shall be adjusted proportionately and the number of shares